Reso 2008-1310 - Laserfiche WebLink

Home Browse Search

whatsoever except to the extent necessary as contemplated by this Agreement. Each pal1y agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with such purpose and then only if such Representative is either subject to a written confidentiality agreement that would cover the confidential treatment of the Confidential Information or otherwise subject to fiduciary obligations of confidentiality that would cover the confidential treatment of the Confidential Information. 6.3 Termination of Confidentiality Obligations. The obligations of this Section 6 shall terminate with respect to any particular portion of the Confidential Intonnation when receiving party can prove by appropriate documentation that such Confidential Information (a) was previously known to the receiving pal1y as shown by the receiving party's files at the time of disclosure thereof. (b) was already in the public domain at the time of the disclosure thereof. or (c) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof. 7. LIMITATION OF LIABILITY. 7.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHETHER THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Granicus warrants that the software will perform as specified in this Agreement. Granicus also warrants that it possesses the necessary intellectual rights to license to license to the City the licensed software provided hereunder. For any claim relating to the non- conformance or imperfection of any licensed software provided under this Agreement, Granicus shall promptly correct the defect(s) within a reasonable time, i.e. no later thirty (30) days, so that it conforms to the warranty set forth in this Agreement; or if Granicus is unable to correct the non- conformity, then the City may recover its actual or compensatory damages up to the total fees paid by City to Granicus. If Granicus fails to provide the softwarc as warranted in accordance with the terms of this Agreement, the City may at its option terminate this Agreement with thirty (30) days written notice as follows: (i) the termination notice shall provide a detailed description of any warranty defects claimed; (ii) Granicus shall have thirty (30) days from receipt of said notice to correct any warranty defects in order to satisfy the terms of this Agreement; (iii) at the end ofthil1y (30) days, unless the termination has been revoked in writing by the City, the Agreement terminates and the City shall be entitled to actual or compensatory damages up to the amounts paid by City to Granicus. 8. TERM AND TERMINATION. 8.1 Term. The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for one (1) year after the date hereof. Th is Agreement may be renewed at the option of the City for additional one (I) year periods. provided that neither party notifies the other in writing at least thil1y (30) days prior to the optional renewal period that it does not wish to renew this Agreement." 8.2 Termination. This Agreement may be terminated, in whole or in part, pursuant to the following terms and conditions: (a) by mutual written consent of the parties hercto; 5 Version 3.9.8